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                                                                    EXHIBIT 10.2


                                     CONSENT


         This CONSENT (this "Consent"), is dated as of June 28, 2001, by and
among AHL SERVICES, INC. ("AHL"), ARGENBRIGHT, INC. ("Argenbright"), ARGENBRIGHT
HOLDINGS LIMITED ("U.S. Holdings"), ADI ALPHA HOLDING GMBH ("ADI Alpha"), TUJA
ZEITARBEIT GMBH & CO. KG, INGOLSTADT, ("Tuja"), EMD GESELLSCHAFT FUR
PERSONALDIENSTLEISTUNGEN GMBH & CO. KG, ASCHAFFENBURG ("EMD Aschaffenburg"), and
AHL EUROPE LIMITED ("AHL Europe Limited"; together with AHL, Argenbright, U.S.
Holdings, ADI Alpha, Tuja, and EMD Aschaffenburg, collectively referred to as
the "Borrowers"), the undersigned financial institutions listed on the signature
pages hereto as Lenders, and First Union National Bank, a national banking
association ("First Union"), as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").

                                    RECITALS

         WHEREAS, the Lenders, the Administrative Agent and the Borrowers are
parties to that certain Second Amended and Restated Credit Agreement dated as of
October 15, 1999, as amended by that certain First Amendment to Second Amended
and Restated Credit Agreement dated as of November 23, 1999, that certain Second
Amendment to Second Amended and Restated Credit Agreement dated as of May 24,
2000, that certain Consent, Waiver and Third Amendment to Second Amended and
Restated Credit Agreement dated as of December 20, 2000, and that certain Fourth
Amendment to Second Amended and Restated Credit Agreement dated as of March 19,
2001 (as so amended, and as may be further amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"; capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
them in the Credit Agreement); and

         WHEREAS, at the request of the Borrowers, the Lenders and the
Administrative Agent have agreed (i) to consent to the amendment of the Share
Mortgage over shares in AHL Europe Limited, dated December 20, 2000, between AHL
and the Security Trustee to reduce the percentage of the issued share capital of
AHL Europe Limited mortgaged in favor of the Security Trustee from one hundred
percent (100%) to sixty-five percent (65%) (the "AHL Europe Share Mortgage
Amendment"), (ii) to consent to the restructuring of certain of AHL's German
Subsidiaries as set forth herein, and (iii) to consent to the sale of the
remaining European operations of the Borrowers and their Subsidiaries (the
"European Operations") as set forth herein, and, all upon and subject to all of
the terms, conditions and provisions hereof.

         NOW, THEREFORE, in consideration of the premises and the agreements,
covenants and provisions herein contained and for TEN DOLLARS ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

<PAGE>   2

SECTION 1         CONSENT TO AHL EUROPE SHARE MORTGAGE AMENDMENT

         Subject to the satisfaction of each of the conditions precedent set
forth in Section 5.1 of this Consent, the Lenders and the Administrative Agent
hereby consent to the AHL Europe Share Mortgage Amendment.

SECTION 2         CONSENT TO GERMAN RESTRUCTURING

         AHL also has requested that the Administrative Agent and the Lenders
grant their consent to the following actions (all such actions are referred to
collectively herein as the "German Restructuring"):

         1.       either (a) the merger of Verfurth Management GmbH and EMD
                  Management GmbH into TUJA Management GmbH, (b) the merger of
                  Verfurth Management GmbH and TUJA Management GmbH into EMD
                  Management GmbH, or (c) the merger of TUJA Management GmbH and
                  EMD Management GmbH into Verfurth Management GmbH (the entity
                  surviving any of the foregoing mergers is referred to herein
                  as the "Surviving Management Company");

         2.       the increase of the registered share capital of the Surviving
                  Management Company by the issuance of two additional shares,
                  each in the nominal amount of DM 500, to Argenbright (the
                  "Additional Shares");

         3.       either (a) the merger of Tuja and EMD Aschaffenburg into
                  Verfurth Personal Leasing GmbH & Co. KG, Munster ("Verfurth
                  Munster KG"), (b) the merger of Verfurth Munster KG and EMD
                  Aschaffenburg into Tuja, or (c) the merger of Verfurth Munster
                  KG and Tuja into EMD Aschaffenburg (the entity surviving any
                  of the foregoing mergers is referred to herein as the
                  "Surviving Operating Partnership");

         4.       the conversion of the partnership interests in the Surviving
                  Operating Partnership from Deutsche Marks to Euros;

         5.       the renaming of any of the entities to be merged pursuant to
                  1. or 3. above;

         6.       moving the registered offices of EMD Management GmbH and EMD
                  Gesellschaft fur Personaldienstleistungen mbH to Munich;

         7.       modifying the partnership agreements and the articles of
                  association of the Subsidiaries of AHL set forth above in
                  order to reflect the actions set forth above; and

         8.       the incorporation in the State of Delaware of a new direct
                  Wholly-Owned Subsidiary of Argenbright ("AHL Investments"),
                  and Argenbright's transferring of all of the shares of ADI
                  Alpha Holding to AHL Investments.


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In addition, AHL has requested that the Administrative Agent and the Lenders
consent to the release of the pledge by Argenbright of the Additional Shares in
favor of the Administrative Agent arising as a result of the German Security
Documents and the consummation of the merger referred to in 1. above (the
"Additional Share Release").

         Subject to the satisfaction of each of the conditions precedent set
forth in Section 5.2 of this Consent, the Lenders and the Administrative Agent
hereby grant their consent under the Credit Agreement and the German Security
Documents to the consummation, in whole or in part, of the German Restructuring,
and in conjunction therewith, agree to the Additional Share Release.

SECTION 3         CONSENT TO SALE OF EUROPEAN OPERATIONS

         AHL has requested that the Administrative Agent and the Lenders grant
their consent to the sale by AHL and/or certain Subsidiaries of AHL (AHL and/or
such Subsidiaries, the "Sellers") of (i) all or certain of the assets
constituting the European Operations (collectively, the "European Assets")
and/or (ii) the capital stock, limited liability company interests, partnership
interests, or other equity interests in one or more Subsidiaries owning the
Assets (the "European Stock") (collectively, the "European Disposition").
Subject to the satisfaction of each of the conditions precedent set forth in
Section 5.3 of this Consent, the Lenders and the Administrative Agent hereby
grant their consent under the Loan Documents to the European Disposition and
hereby agree to the release of the Administrative Agent's security interests in
the European Assets and the European Stock.

SECTION 4         REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent and the Lenders to enter
into this Consent, each Borrower hereby represents and warrants to the Lenders
that: (a) immediately prior to the effectiveness of this Consent, all of the
representations set forth in the Credit Agreement were accurate in all material
respects as of the date hereof, except to the extent that such representations
and warranties expressly relate to an earlier date, in which case such
representations and warranties shall have been true and correct on and as of
such date, (b) after giving effect to this Consent, all of the representations
and warranties set forth in the Credit Agreement, will be accurate in all
material respects as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct on and
as of such date, and (c) there exists no Default or Event of Default under the
Credit Agreement or the Loan Documents as of the date hereof.

SECTION 5         CONDITIONS TO EFFECTIVENESS

         5.1      Consent to AHL Europe Share Mortgage Amendment. The consent
set forth in Section 1 of this Consent shall become effective on the first day
on which each of the following conditions precedent shall have been satisfied:


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                  (a)      AHL shall have paid to the Administrative Agent, for
         the account of each Lender signing this approval letter prior to June
         27, 2001, a non-refundable consent fee in an amount equal to .05% of
         the amount of such Lender's Commitment on such date.

                  (b)      The Administrative Agent shall have received
         counterparts to this Consent duly executed by each of the parties
         hereto.

                  (c)      AHL shall have executed and delivered to the
         Administrative Agent the AHL Europe Share Mortgage Amendment, in
         substantially the form attached hereto as Exhibit A.

                  (d)      The Administrative Agent shall have received such
         other documents as it shall have reasonably requested, in form and
         substance satisfactory to the Administrative Agent.

         5.2      Consent to German Restructuring. The consents set forth in
Section 2 of this Consent shall become effective on the first day on which each
of the following conditions precedent shall have been satisfied:

                  (a)      AHL shall have paid the fee set forth in Section
         5.1(a) above.

                  (b)      The Administrative Agent shall have received
         counterparts to this Consent duly executed by each of the parties
         hereto.

                  (c)      If (i) the merger set forth in Section 2(3.) is to be
         consummated and Verfurth Munster KG is to be the Surviving Operating
         Partnership and/or (ii) the transactions set forth in Section 2(8.) are
         to be consummated, then, in the former case, Verfurth Munster KG, and
         in the latter case, AHL Investments, shall have become a Borrower under
         the Credit Agreement (each, a "New Borrower") by executing and
         delivering to the Administrative Agent new Notes, in favor of each
         Lender, a joinder agreement, a security agreement, and such other
         documents and instruments as the Administrative Agent shall request,
         each in form and substance satisfactory to the Administrative Agent.

                  (d)      Each Borrower, New Borrower and each other party to
         any of the German Security Documents, the UK Security Documents, or any
         of the other Loan Documents shall have executed and delivered to the
         Administrative Agent such amendments to and confirmations of such
         documents, and such other documents and instruments (including, without
         limitation, a new pledge agreement in respect of the capital stock of
         AHL Investments), as shall be requested by the Administrative Agent,
         each in form and substance satisfactory to the Administrative Agent.

                  (e)      The Administrative Agent shall have received
         favorable opinions of counsel to the Borrowers addressed to the
         Administrative Agent and the Lenders, with respect to the existing
         Borrowers, the New Borrowers, such other Subsidiaries of AHL as become
         a


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         party to any of the documents referred to in this Section 5.2, this
         Consent, the other Loan Documents executed pursuant to this Section
         5.2, and such other matters as the Administrative Agent may reasonably
         request, in form and substance satisfactory to the Administrative
         Agent.

                  (f)      The Administrative Agent shall have received
         certificates as of a recent date as to the good standing of each
         domestic Borrower and New Borrower under the laws of their respective
         jurisdictions of organization.

                  (g)      The Administrative Agent shall have received a
         certificate of the secretary or assistant secretary of each New
         Borrower certifying, as applicable, that attached thereto is a true and
         complete copy of the articles of incorporation or other charter
         documents of such Person and all amendments thereto; that attached
         thereto is a true and complete copy of the bylaws (or equivalent
         documents) of such Person as in effect on the date of such
         certification; that attached thereto is a true and complete copy of
         resolutions duly adopted by the Board of Directors (or equivalent
         managing body) of such Person, authorizing the borrowings contemplated
         by the Credit Agreement and the execution, delivery and performance of
         this Consent and the other Loan Documents to which it is a party; and
         as to the incumbency and genuineness of the signature of each officer
         of such New Borrower executing Loan Documents to which such New
         Borrower is a party.

                  (h)      The Administrative Agent shall have received such
         other documents as it shall have reasonably requested, in form and
         substance satisfactory to the Administrative Agent.

         5.3      Consent to Sale of European Operations. The consents and
release set forth in Section 3 of this Consent shall become effective on the
first day on which each of the following conditions precedent shall have been
satisfied:

                  (a)      AHL shall have paid the fee set forth in Section
         5.1(a) above.

                  (b)      The Administrative Agent shall have received
         counterparts to this Consent duly executed by each of the parties
         hereto.

                  (c)      The Administrative Agent shall have received cash
         proceeds of the European Disposition in the appropriate currencies in
         order to and in an amount sufficient to (i) repay and satisfy in full
         all Obligations of the Administrative Agent and the Lenders and (ii) if
         required pursuant to Section 5.3(e) below, to establish the minimum
         cash collateral for any Letters of Credit remaining outstanding
         following the closing of the European Disposition, as set forth in
         Section 5.3(e).

                  (d)      Either (i) Borrowers shall have terminated the Credit
         Agreement and all Commitments of the Lenders thereunder, or (ii) one
         (1) or more of the existing Borrowers, the Administrative Agent and one
         (1) or more of the existing Lenders shall have agreed, in the sole and
         absolute discretion of each such Person, to continue the


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         Credit Agreement and all or a portion of such Lender or Lenders'
         Commitments, pursuant to an amendment and restatement of the existing
         Credit Agreement, effective as of the date of closing of the European
         Disposition, and the Commitments of all other Lenders under the Credit
         Agreement shall have been terminated. Each Borrower acknowledges and
         agrees that neither the Administrative Agent nor any Lender shall have
         any obligation to enter into any such amendment and restatement, to
         pursue negotiations of any such document with Borrowers, or to agree to
         the continuation of such Lender's Commitments.

                  (e)      With respect to each Letter of Credit which remains
         outstanding, either (i) such Letter of Credit shall have been returned
         to the Administrative Agent for cancellation, (ii) there shall have
         been delivered to the Administrative Agent good funds equal to 100% of
         the maximum liability under such Letter of Credit, which funds are to
         be deposited in a separate, blocked account (the "Cash Collateral
         Account") maintained by Borrowers with the Administrative Agent and are
         to be held in the Cash Collateral Account for the benefit of the
         Lenders as cash collateral for the Borrowers' joint and several
         reimbursement obligations and the other Obligations, (iii) there shall
         have been delivered to the Administrative Agent a letter of credit in
         form and substance satisfactory to the Administrative Agent in an
         amount equal to 100% of the maximum liability under such Letter of
         Credit with a term that extends 60 days beyond the latest expiration
         date of such Letter of Credit and issued by a bank satisfactory to the
         Administrative Agent that may be drawn upon by the Administrative Agent
         in the event of any draw under such Letter of Credit, or (iv) if any
         amendment and restatement of the Credit Agreement pursuant to Section
         5.3(d) shall so provide, such Letter of Credit shall have been
         continued as a Letter of Credit under such amendment and restatement.
         In addition, if not cancelled at the closing of the European
         Dispositions or continued pursuant to Section 5.3(e)(iv), and if so
         requested by Administrative Agent, Borrowers shall agree to cause any
         remaining outstanding Letters of Credit to be cancelled within sixty
         (60) days following such closing.

                  (f)      The Administrative Agent shall have received a
         certified true and correct copy of the asset or stock purchase and sale
         agreement evidencing the European Disposition, which agreement shall be
         in form and substance satisfactory to the Administrative Agent.

                  (g)      The Administrative Agent shall have received such
         other documents as it shall have reasonably requested, in form and
         substance satisfactory to the Administrative Agent.


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SECTION 6         MISCELLANEOUS

         6.1      Counterparts. This Consent may be executed by each party to
this Consent upon a separate copy, and in such case one counterpart of this
Consent shall consist of enough of such copies to reflect the signature of all
of the parties to this Consent. This Consent may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Consent or its terms to produce or account for
more than one of such counterparts.

         6.2      General. Except as expressly provided herein, the execution
and delivery of this Consent does not and will not amend, modify or supplement
any provision of, or constitute a consent to or a waiver of any noncompliance
with the provisions of, the Credit Agreement or the other Loan Documents, and,
except as specifically provided in this Consent, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.

         6.3      Construction. This Consent is a Loan Document executed
pursuant to the Credit Agreement and shall be construed, administered and
applied in accordance with all of the terms and provisions of the Credit
Agreement.

         6.4      Governing Law. This Consent shall be governed by, construed
and enforced in accordance with the laws of the State of Georgia, without
reference to the conflicts or choice of law principles thereof.

         6.5      Successors and Assigns. This Consent shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


                     [Signatures appear on following pages]


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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed
by their respective officers hereunder duly authorized as of the day and year
first written above.

                                    BORROWERS:

                                    AHL SERVICES, INC.


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                          [CORPORATE SEAL]


                                    ARGENBRIGHT, INC.


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                          [CORPORATE SEAL]


                                    ARGENBRIGHT HOLDINGS LIMITED


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                             [CORPORATE SEAL]


                                    ADI ALPHA HOLDING GMBH


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------

                                             [CORPORATE SEAL]


                        Signature Page - Fifth Amendment


<PAGE>   9

                                  TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADT


                                  By:
                                     ------------------------------------
                                  Title:
                                        ---------------------------------


                                             [CORPORATE SEAL]


                                  EMD GESELLSCHAFT FUR
                                  PERSONALDIENSTLEISTUNGEN
                                  GMBH & CO. KG, ASCHAFFENBURG


                                  By:
                                     ------------------------------------
                                  Title:
                                        ---------------------------------


                                             [CORPORATE SEAL]


                                  AHL EUROPE LIMITED


                                  By:
                                     ------------------------------------
                                  Title:
                                        ---------------------------------

                                              [CORPORATE SEAL]



                        Signature Page - Fifth Amendment


<PAGE>   10


                                    LENDERS:

                                    FIRST UNION NATIONAL BANK, as
                                    Administrative Agent and Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    FIRST UNION NATIONAL BANK,
                                    LONDON BRANCH, as European Swingline Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------



                                    WACHOVIA BANK, N.A., as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    SUNTRUST BANK, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------



                                    BANK OF AMERICA, N.A., as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                        Signature Page - Fifth Amendment



<PAGE>   11

                                    FLEET NATIONAL BANK, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    DG BANK DEUTSCHE
                                    GENOSSENSCHAFTSBANK AG CAYMAN
                                    ISLAND BRANCH, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------

                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    THE BANK OF NOVA SCOTIA, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    SCOTIABANK EUROPE PLC, as Lender for
                                    Revolving Loans made in Alternative
                                    Currencies, as Lender

                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    SALOMON BROTHERS HOLDING
                                    COMPANY INC., as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                        Signature Page - Fifth Amendment

<PAGE>   12

                                    FIRSTSTAR BANK, N.A., as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    BANK ONE, NA, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    SOVEREIGN BANK, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    BANK AUSTRIA CREDITANSTALT
                                    CORPORATE FINANCE INC.,
                                    as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                        Signature Page - Fifth Amendment

<PAGE>   13




                                    THE FUJI BANK LIMITED, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------


                                    BANK LEUMI LE-ISRAEL, B.M.,
                                    MIAMI AGENCY, as Lender


                                    By:
                                       ------------------------------------
                                    Title:
                                          ---------------------------------